An investment in Black Creek Industrial REIT IV (BCI IV) is subject to significant risks. A summary of some of the more important risks is below. A more detailed description of the risks associated with the offering is found in the section of the prospectus entitled “Risk Factors.” Investors should read and understand all of the risk factors before making a decision to invest in shares of BCI IV’s common stock.
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.
- Past performance is not a guarantee of future results. Investing in shares of BCI IV’s 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 a limited operating history and there is no assurance that it will be able to achieve its investment objectives. BCI IV have experienced net loss, as defined by generally accepted accounting principles.
- There is no public trading market for shares of BCI IV’s common stock, and BCI IV 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 its 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 properties, which may result in reduced liquidity and profitability or restrict BCI IV’s ability to grow its NAV.
- The transaction price will not accurately represent the value of BCI IV’s assets at any given time and the actual value of a stockholder’s 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 BCI IV’s 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. In addition, the transaction price will not represent BCI IV’s enterprise value and may not accurately reflect the actual prices at which BCI IV’s 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 at which BCI IV’s shares would trade on a national stock exchange. Further, BCI IV’s board of directors may amend its NAV procedures from time to time.
- This is a “blind pool” offering; stockholders will not have the opportunity to evaluate all of the investments BCI IV will make before it makes them.
- This is a “best efforts” offering and if BCI IV is unable to raise substantial funds, then BCI IV 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.
- 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 BCI IV Advisors Group LLC, the parent of the Advisor and the sponsor of this offering, or 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 vehicles sponsored or advised by 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.
- The amount of distributions BCI IV may make is uncertain. BCI IV may pay distributions from sources other than cash flow from operations, including, without limitation, from borrowings, the sale of assets, or offering proceeds. The use of these sources for distributions may decrease the amount of cash BCI IV has available for new investments, share redemptions and other corporate purposes, and could reduce stockholders’ overall return.
- If BCI IV fails to qualify as a REIT, it would adversely affect its operations and its ability to make distributions to its stockholders.
- 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.
- Black Creek Diversified Property Fund Inc. (DPF) is also sponsored by affiliates of Black Creek Group, LLC (Black Creek Group). DPF offers a share redemption program that limits the number of shares to be redeemed during any period. From 2009 through the third quarter of 2016, DPF received redemption requests from Class E stockholders that exceeded the limits under DPF’s Class E share redemption program (the Class E SRP), and, in order to supplement the limited liquidity provided by the Class E SRP, DPF conducted a number of self-tender offers. As a result, DPF stockholders who sought to have their shares redeemed or purchased by DPF through a self-tender offer during this period were only able to have a portion of their shares redeemed or purchased, and were required to resubmit their requests to have their shares redeemed or purchased periodically. Beginning with the fourth quarter of 2016 through June 30, 2019, DPF has redeemed all redemption requests received from all stockholders. In addition, DPF lowered its quarterly distribution rate from $0.15 to $0.125 and then to $0.0875 per share between 2011 and 2014. In the first quarter of 2015, DPF raised the quarterly distribution rate to $0.09 per share and then raised the quarterly distribution rate to $0.0938 for the first quarter of 2018. DPF has paid distributions at that quarterly rate through December 31, 2019.
- 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. THIS MATERIAL MUST BE PRECEEDED OR ACCOMPANIED BY A BLACK CREEK INDUSTRIAL REIT IV PROSPECTUS.
Shares will be offered to the public through Black Creek Capital Markets, LLC, which will act as the managing dealer, and through other members of the Financial Industry Regulatory Authority (FINRA) or with the assistance of registered investment advisors. Securities are not FDIC-insured, nor bank guaranteed, and may lose value.
Please see the prospectus for a complete list of defined terms and discussion of the risks associated with the offering.