As filed with the Securities and Exchange Commission on June 29, 2021
Registration No. 333-252077
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No. 2
to
Form S-11
For Registration Under the Securities Act of 1933
of Securities of Certain Real Estate Companies
NUVEEN GLOBAL CITIES REIT, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)
730 Third Avenue, 3rd Floor
New York, NY 10017
(212) 490-9000
(Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Michael J.L. Sales
Nuveen Global Cities REIT, Inc.
730 Third Avenue, 3rd Floor
New York, NY 10017
(212) 490-9000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Rosemarie A. Thurston
Jason W. Goode
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check One):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging Growth Company | ☒ |
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
| ||||
Title of Securities to be Registered | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee(2) | ||
Primary Offering, Class T, Class S, Class D and Class I Common Stock, $0.01 par value per share | $4,000,000,000 | $436,400 | ||
Distribution Reinvestment Plan, Class T, Class S, Class D and Class I Common Stock, $0.01 par value per share | $1,000,000,000 | $109,100 | ||
Total Class T, Class S, Class D and Class I Common Stock, par value $0.01 per share | $5,000,000,000 | $545,500 | ||
| ||||
|
(1) | The registrant reserves the right to reallocate the shares of common stock being offered between the primary offering and the distribution reinvestment plan. |
(2) | Calculated pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”). As discussed below, for purposes of calculating the registration fees due in connection with the filing of this registration statement, $4,587,000,000 of unsold shares of common stock originally registered for sale pursuant to a prior registration statement will be carried forward to this registration statement. Pursuant to Rule 415(a)(6) of the Securities Act, the registration fees in the amount of $500,441.70 previously paid with respect to such unsold securities will continue to apply to such unsold securities. Accordingly, after taking into account the previously registered unsold securities and the $41,239.80 of new shares of common stock registered by the registrant in connection with the filings of this registration statement on January 13, 2021 and June 17, 2021, the registration fee due for this registration statement is $3,818.50. |
Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include unsold securities previously registered for sale pursuant to the registrant’s registration statement on Form S-11 (File No. 333-222231) initially filed by the registrant on December 21, 2017 and declared effective on January 31, 2018 (the “Prior Registration Statement”). The Prior Registration Statement registered shares of the registrant’s common stock with a maximum aggregate offering price of $5,000,000,000 for sale pursuant to the registrant’s primary offering and distribution reinvestment plan. As of June 2, 2021, approximately $4,676,389,000 of the aggregate shares of the registrant’s common stock registered on the Prior Registration Statement remain unsold. The registrant is carrying forward $4,587,000,000 of shares of common stock from the Prior Registration Statement and registering $413,000,000 of new shares of common stock. Pursuant to Rule 415(a)(6), the registration fees in the amount of $500,441.70 previously paid with respect to such unsold securities will continue to apply to such unsold securities. Accordingly, after taking into account the previously registered unsold securities and the $41,239.80 of new shares of common stock registered by the registrant in connection with the filings of this registration statement on January 13, 2021 and June 17, 2021, the registration fee due for this registration statement is $3,818.50. Pursuant to Rule 415(a)(6), the offering of unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
Explanatory Note:
This Pre-Effective Amendment No. 2 is being filed solely to update certain information contained on the Cover Page and Part II of this Registration Statement to reflect a reduction in the number of shares carried forward from the Registrant’s Prior Registration Statement and the payment of additional filing fees to the Securities and Exchange Commission and Financial Industry Regulatory Authority, Inc. No changes have been made to the preliminary prospectus constituting Part I of this Registration Statement.
PART II
Information Not Required in the Prospectus
Item 31. Other Expenses of Issuance and Distribution.
The following table itemizes the expenses incurred by the registrant in connection with the issuance and registration of the securities being registered hereunder. All amounts shown are estimates except the SEC registration fee and the FINRA filing fee.
SEC registration fee | $ | 45,058 | ||||||
FINRA filing fee | 62,450 | |||||||
Legal | 1,500,000 | |||||||
Printing and mailing | 1,062,252 | |||||||
Accounting and tax | 1,200,000 | |||||||
Blue sky | 600,000 | |||||||
Advertising and sales | 500,000 | |||||||
Literature | 250,000 | |||||||
Due diligence | 500,000 | |||||||
Transfer agent fees and expenses | 1,200,000 | |||||||
Technology expenses | 500,000 | |||||||
Issuer costs related to training and education meetings and retail conferences | 91,000 | |||||||
|
|
|
| |||||
Total | $ | 7,510,760 |
Item 32. Sales to Special Parties.
See Item 33.
Item 33. Recent Sales of Unregistered Securities.
On January 22, 2018, Teachers Insurance and Annuity Association of America (“TIAA”), through its subsidiary, purchased 7.575 million shares of Class N common stock of the registrant at $10.00 per share, for a purchase price of $75.75 million. On June 1, 2018, TIAA, through its subsidiary, purchased 2.465 million shares of Class N common stock of the registrant at $10.14 per share, for an aggregate purchase price of $25,000,000. On October 1, 2018, TIAA, through its subsidiary, purchased 1,932,367 shares of Class N common stock of the registrant at $10.35 per share, for an aggregate purchase price of $20,000,000. On November 1, 2018, TIAA, through its subsidiary, purchased 483,559 shares of Class N common stock of the registrant at $10.34 per share, for an aggregate purchase price of $5,000,000. On December 3, 2018, TIAA, through its subsidiary, purchased 3,391,473 shares of Class N common stock of the registrant at $10.32 per share, for an aggregate purchase price of $35,000,000. These transactions claimed to be exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof, as these transactions did not involve any public offering.
The registrant’s independent directors receive 25% of their compensation in the form of restricted stock pursuant to the registrant’s Independent Director Restricted Share Plan and Independent Director Compensation Policy. The registrant’s independent directors received 6,560, 6,244 and 6,350 Class I shares at $10.29, $10.81 and $10.63 per share for the years 2019, 2020 and 2021, respectively. These transactions claimed to be exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof, as these transactions did not involve any public offering.
II-1
Item 34. Indemnification of Directors, Officers and Others.
Our organizational documents generally limit the personal liability of our stockholders, directors and officers for monetary damages and require us to indemnify and advance expenses to our directors, officers and the Advisor and its affiliates subject to the limitations of the North American Securities Administrators Association’s Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007, and Maryland law. Maryland law permits a corporation to include in its charter a provision limiting the liability of directors and officers to the corporation and its stockholders for money damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action. The Maryland General Corporation Law (the “MGCL”) requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL allows directors and officers to be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred in connection with a proceeding unless the following can be established:
• | an act or omission of the director or officer was material to the cause of action adjudicated in the proceeding, and was committed in bad faith or was the result of active and deliberate dishonesty; |
• | the director or officer actually received an improper personal benefit in money, property or services; or |
• | with respect to any criminal proceeding, the director or officer had reasonable cause to believe his or her act or omission was unlawful. |
A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. The MGCL permits a corporation to advance reasonable expenses to a director or officer upon receipt of a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.
In addition to the above limitations of the MGCL, our charter provides that our directors, Nuveen Real Estate Global Cities Advisors, LLC (the “Advisor”) and any of our or the Advisor’s affiliates may be indemnified for losses or liability suffered by them or held harmless for losses or liability suffered by us only if all of the following conditions are met:
• | the indemnitee determined, in good faith, that the course of conduct which caused the loss or liability was in our best interest; |
• | the indemnitee was acting on our behalf or performing services for us; |
• | in the case of affiliated directors, the Advisor or any of our or the Advisor’s affiliates, the liability or loss was not the result of negligence or misconduct by the party seeking indemnification; and |
• | in the case of our independent directors, the liability or loss was not the result of gross negligence or willful misconduct by the party seeking indemnification. |
In addition, any indemnification or any agreement to hold harmless is recoverable only out of our net assets and not from our stockholders.
Our charter also provides that we may not provide indemnification to a director, the Advisor or any of our or the Advisor’s affiliates for any loss, liability or expense arising from or out of an alleged violation of federal or state
II-2
securities laws by such party unless one or more of the following conditions are met:
• | there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the party seeking indemnification; |
• | such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such party; or |
• | a court of competent jurisdiction approves a settlement of the claims against such party and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which our securities were offered or sold as to indemnification for violations of securities laws. |
Finally, our charter provides that we may pay or reimburse reasonable legal expenses and other costs incurred by our directors, the Advisor and any of our or the Advisor’s affiliates in advance of final disposition of a proceeding only if all of the following are satisfied:
• | the proceeding relates to acts or omissions with respect to the performance of duties or services on our behalf; |
• | the indemnitee provides us with written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; |
• | the legal proceeding was initiated by a third party who is not a stockholder or, if by a stockholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement; and |
• | the indemnitee provides us with a written agreement to repay the amount paid or reimbursed, together with the applicable legal rate of interest thereon, if it is ultimately determined that he or she did not comply with the requisite standard of conduct and is not entitled to indemnification. |
We have entered into indemnification agreements with each of our directors and executive officers. Pursuant to the terms of these indemnification agreements, we would indemnify and advance expenses and costs incurred by our directors and executive officers in connection with any claims, suits or proceedings brought against such directors and executive officers as a result of his or her service. However, our indemnification obligation is subject to the limitations set forth in the indemnification agreements and in our charter. We also maintain a directors and officers insurance policy.
The general effect to investors of any arrangement under which any of our controlling persons, directors or officers are insured or indemnified against liability is a potential reduction in distributions resulting from our payment of premiums, deductibles and other costs associated with such insurance or, to the extent any such loss is not covered by insurance, our payment of indemnified losses. In addition, indemnification could reduce the legal remedies available to us and our stockholders against the indemnified individuals; however, this provision does not reduce the exposure of our directors and officers to liability under federal or state securities laws, nor does it limit our stockholders’ ability to obtain injunctive relief or other equitable remedies for a violation of a director’s or an officer’s duties to us or our stockholders, although the equitable remedies may not be an effective remedy in some circumstances.
Item 35. Treatment of Proceeds from Shares Being Registered.
Not applicable.
II-3
Item 36. Financial Statements and Exhibits.
1. | Financial Statements. |
The following financial statements are incorporated into this registration statement by reference:
• | The consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 26, 2021. |
• | The consolidated financial statements of the Company included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. |
2. | Exhibits. |
II-4
* | Previously filed |
II-5
Item 37. Undertakings.
(i) | The undersigned registrant hereby undertakes: |
(A) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(1) | To include any prospectus required by section 10(a)(3) of the Securities Act. |
(2) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(3) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(B) | That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(C) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(D) | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to the offering, other than a registration statement relying on Rule 430B or other than a prospectus filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(E) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(1) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(2) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
II-6
(3) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(4) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(F) | To send to each stockholder, at least on an annual basis, a detailed statement of any transactions with the Advisor or its affiliates, and of fees, commissions, compensation and other benefits paid or accrued to the advisor or its affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed. |
(ii) | The registrant undertakes to provide to the stockholders the financial statements required by Form 10-K for the first full fiscal year of operations of the registrant. |
(iii) | The registrant undertakes to file a sticker supplement pursuant to Rule 424(c) under the Securities Act during the distribution period describing each significant property not identified in the prospectus at such time as there arises a reasonable probability that such property will be acquired and to consolidate all such stickers into a post-effective amendment filed at least once every three months, with the information contained in such amendment provided simultaneously to the existing stockholders. Each sticker supplement should disclose all compensation and fees received by the advisor and its affiliates in connection with any such acquisition. The post-effective amendment shall include or incorporate by reference audited financial statements meeting the requirements of Rule 3-14 of Regulation S-X that have been filed or should have been filed on Form 8-K for all significant properties acquired during the distribution period. |
(iv) | The registrant undertakes to file, after the end of the distribution period, a current report on Form 8-K containing the financial statements and any additional information required by Rule 3-14 of Regulation S-X, for each significant property acquired and to provide the information contained in such report to the stockholders at least once each quarter after the distribution period of the offering has ended. |
(v) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions and otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 29, 2021.
Nuveen Global Cities REIT, Inc.
| ||
By: | /s/ James E. Sinople | |
James E. Sinople | ||
Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the following capacities on June 29, 2021.
Signature | Title | |
* Michael J.L. Sales | Chief Executive Officer and Chairman of the Board (principal executive officer) | |
/s/ James E. Sinople James E. Sinople | Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | |
* Michael A. Perry | Director | |
* John L. MacCarthy | Director | |
* Donna Brandin | Director | |
* John R. Chandler | Director | |
* Steven R. Hash | Director | |
* Robert E. Parsons, Jr. | Director |
*By: | /s/ James E. Sinople | |
James E. Sinople | ||
Attorney-in-fact |