As filed with the Securities and Exchange Commission on October 16, 2019
Registration No. 333-222533
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 8 to
Form S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Jones Lang LaSalle Income Property Trust, Inc.
(Exact Name of Registrant as Specified in Governing Instruments)
333 West Wacker Drive
Chicago, Illinois 60606
(312) 897-4000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
C. Allan Swaringen
Chief Executive Officer and President
333 West Wacker Drive
Chicago, Illinois 60606
(312) 897-4000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
With 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: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.
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 of 1933, check the following box. x
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. x Registration No. 333-222533
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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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x
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
Explanatory Note
This Post-Effective Amendment No. 8 to the Registration Statement on Form S-11 (No. 333-222533) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.
PART II
Information Not Required in the Prospectus
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Item 36.
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Financial Statements and Exhibits.
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(b) Exhibits.
The following exhibits are filed as part of this registration statement:
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Ex.
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Description
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Third Articles of Amendment to the Second Articles of Amendment and Restatement of Jones Lang LaSalle Income Property Trust, Inc.
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Fourth Amended and Restated Advisory Agreement, dated October 16, 2019, among Jones Lang LaSalle Income Property Trust, Inc., JLLIPT Holdings LP and LaSalle Investment Management, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 16, 2019)
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Second Amended and Restated Limited Partnership Agreement of JLLIPT Holdings LP, dated October 16, 2019, among JLLIPT Holdings GP, LLC, Jones Lang LaSalle Income Property Trust, Inc. and the other limited partners party thereto from time to time (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 16, 2019)
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Dealer Manager Agreement, dated October 16, 2019, among JLL Exchange TRS, LLC, LaSalle Investment Management Distributors, LLC, JLLIPT Holdings LP and Jones Lang LaSalle Income Property Trust, Inc. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on October 16, 2019)
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Consent of RERC, LLC
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Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that the registrant meets all of the requirements for filing on Form S-11 and has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 16th day of October, 2019.
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Jones Lang LaSalle Income Property Trust, Inc.
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By:
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/s/ C. Allan Swaringen
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C. Allan Swaringen
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed by the following persons in the capacities and on the dates as indicated.
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Name
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Title
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Date
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/s/ C. Allan Swaringen
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Chief Executive Officer (Principal Executive Officer)
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October 16, 2019
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C. Allan Swaringen
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/s/ Gregory A. Falk
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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October 16, 2019
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Gregory A. Falk
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*
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Chairman of the Board
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October 16, 2019
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Lynn C. Thurber
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*
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Director
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October 16, 2019
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Virginia G. Breen
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*
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Director
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October 16, 2019
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Jonathan B. Bulkeley
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*
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Director
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October 16, 2019
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Jacques N. Gordon
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*
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Director
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October 16, 2019
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R. Martel Day
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*
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Director
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October 16, 2019
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Jason B. Kern
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*
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Director
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October 16, 2019
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William E. Sullivan
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*By:
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/s/ C. Allan Swaringen
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Attorney-in-Fact
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October 16, 2019
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C. Allan Swaringen
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EXHIBIT 3.1
THIRD ARTICLES OF AMENDMENT TO
THE SECOND ARTICLES OF AMENDMENT AND RESTATEMENT OF
JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
Jones Lang LaSalle Income Property Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Second Articles of Amendment and Restatement of the Corporation (the “Articles”) are hereby amended by adding the following defined terms to Article IV:
Class A Conversion Rate. The term “Class A Conversion Rate” shall mean the fraction, the numerator of which is the Net Asset Value per Class A Common Share and the denominator of which is the Net Asset Value per Class M-I Common Share.
Class A-I Conversion Rate. The term “Class A-I Conversion Rate” shall mean the fraction, the numerator of which is the Net Asset Value per Class A-I Common Share and the denominator of which is the Net Asset Value per Class M-I Common Share.
Class M Conversion Rate. The term “Class M Conversion Rate” shall mean the fraction, the numerator of which is the Net Asset Value per Class M Common Share and the denominator of which is the Net Asset Value per Class M-I Common Share.
Dealer Manager Fee. The term “Dealer Manager Fee” shall mean the dealer manager fee payable to the Dealer Manager and reallowable to Participating Broker-Dealers with respect to Class A Common Shares, Class A-I Common Shares and Class M Common Shares as described in the Prospectus.
Total Corporation-Level Underwriting Compensation. The term “Total Corporation-Level Underwriting Compensation” shall mean all underwriting compensation paid or incurred with respect to an Offering from all sources, determined pursuant to the rules and guidance of the Financial Industry Regulatory Authority, Inc., including Selling Commissions and Dealer Manager Fees.
SECOND: The Articles are hereby further amended by adding a new Section 5.2.8 to Article V as follows:
Section 5.2.8 Conversion of Class A Common Shares, Class A-I Common Shares and Class M Common Shares. Each Class A Common Share, Class A-I Common Share and Class M Common Share held in a Stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class M-I Common Shares equal to the Class A Conversion Rate, Class A-I Conversion Rate and Class M Conversion Rate, respectively, after termination of the primary portion of the Offering in which such Class A Common Shares, Class A-I Common Shares and Class M Common Shares were sold, on the date in which the Corporation, with the assistance of the Dealer Manager, determines that Total Corporation-Level Underwriting Compensation paid with respect to such Offering is equal to ten percent of the Gross Proceeds of the primary portion of such Offering.
THIRD: The amendments to the Articles as set forth above have been duly approved by at least a majority of the Board of Directors and approved by the stockholders of the Corporation as required by law.
FOURTH: There has been no increase in the authorized shares of stock of the Corporation effected by the amendments to the Articles as set forth above.
FIFTH: The undersigned acknowledges these Third Articles of Amendment to the Articles to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
SIXTH: Except as amended hereby, the rest and remainder of the Articles shall be and remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused these Third Articles of Amendment to the Articles to be executed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Secretary on this 18th day of September, 2019.
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ATTEST:
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JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
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By:
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/s/ Gordon G. Repp
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By:
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/s/ C. Allan Swaringen
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Gordon G. Repp
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C. Allan Swaringen
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Secretary
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Chief Executive Officer and President
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