UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2020

BLACK CREEK DIVERSIFIED PROPERTY FUND INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

    

000-52596

    

30-0309068

(State or other jurisdiction

of incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

518 Seventeenth Street, 17th Floor, Denver, CO

    

80202

(Address of Principal Executive Offices)

(Zip Code)

(303) 228-2200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.      ☐


Item 7.01      Regulation FD Disclosure.

On October 15, 2020, Black Creek Diversified Property Fund Inc. (referred to herein as the “Company,” “we,” “our,” or “us”), issued a letter to its stockholders regarding the views of the Company and Black Creek Group, LLC, an affiliate of the Company’s sponsor, on the impact of the novel coronavirus (“COVID-19”) pandemic on the commercial real estate industry and the Company. A copy of the letter is attached as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.2 attached hereto is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events.

Most Recent Transaction Price and Net Asset Value Per Share

November 1, 2020 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted (and distribution reinvestment plan issuances) as of November 1, 2020 (and redemptions as of October 31, 2020) is as follows:

Share Class

    

Transaction Price (per share)

Class T

$

7.5234

Class S

 

7.5234

Class D

 

7.5234

Class I

 

7.5234

Class E

 

7.5234

The transaction price for each of our share classes is equal to such class’s NAV per share as of September 30, 2020. 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.

September 30, 2020 NAV Per Share

Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain 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 www.blackcreekdiversified.com and is also available on our toll-free, automated telephone line at (888) 310-9352. Please see our valuation procedures filed with our most recent Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission (the “SEC”) and is available on the SEC’s website at www.sec.gov, for a more detailed description of our valuation procedures, including important disclosure regarding real property valuations provided by Altus Group U.S Inc. (the “Independent Valuation Advisor”). All parties engaged by us in the calculation of our NAV, including Black Creek Diversified Property Advisors LLC (the “Advisor”), are subject to the oversight of our board of directors. Generally, all of our real properties are appraised each calendar month by the Independent Valuation Advisor, with such appraisals reviewed by our external advisor. Additionally, each real property is appraised by a third-party appraiser at least once per calendar year, as described in our valuation procedures.

As used below, “Fund Interests” means our outstanding shares of common stock, along with the partnership units in our operating partnership (“OP Units”) which may be held directly or indirectly by the Advisor, Black Creek Diversified Property Advisors Group LLC (the “Sponsor”), and third parties, and “Aggregate Fund NAV” means the NAV of all the Fund Interests.


The following table sets forth the components of Aggregate Fund NAV as of September 30, 2020 and August 31, 2020:

As of

(in thousands)

    

September 30, 2020

    

August 31, 2020

Investments in office properties

$

749,850

$

745,650

Investments in retail properties

 

928,400

 

926,400

Investments in multi-family properties

 

308,400

 

308,150

Investments in industrial properties

 

382,800

 

378,800

Total investment in real estate properties

2,369,450

2,359,000

Debt-related investments

48,969

48,683

DST Program Loans

42,104

41,404

Total investments

2,460,523

2,449,087

Cash and cash equivalents

 

16,124

 

14,388

Restricted cash

 

10,316

 

10,083

Other assets

 

29,578

 

29,076

Line of credit, term loan and mortgage notes

 

(859,877)

 

(867,131)

Financing obligations associated with our DST Program

 

(450,128)

 

(440,222)

Other liabilities

 

(48,442)

 

(42,081)

Accrued performance-based fee

 

(3,343)

 

(2,854)

Accrued advisory fees

 

(1,470)

 

(1,286)

Aggregate Fund NAV

$

1,153,281

$

1,149,060

Total Fund Interests outstanding

 

153,292

 

153,010

The following table sets forth the NAV per Fund Interest as of September 30, 2020 and August 31, 2020:

    

Class T

    

Class S

    

Class D

    

Class I

    

Class E

    

(in thousands, except per Fund Interest data)

Total

Shares

Shares

Shares

Shares

Shares

OP Units

As of September 30, 2020

Monthly NAV

$

1,153,281

$

68,775

$

167,303

$

29,487

$

334,263

$

467,055

$

86,398

Fund Interests outstanding

 

153,292

 

9,141

 

22,238

 

3,919

 

44,430

 

62,080

 

11,484

NAV Per Fund Interest

$

7.5234

$

7.5234

$

7.5234

$

7.5234

$

7.5234

$

7.5234

$

7.5234

As of August 31, 2020

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Monthly NAV

$

1,149,060

$

66,666

$

165,411

$

28,705

$

332,255

$

469,783

$

86,240

Fund Interests outstanding

 

153,010

 

8,877

 

22,026

 

3,822

 

44,243

 

62,558

 

11,484

NAV Per Fund Interest

$

7.5097

$

7.5097

$

7.5097

$

7.5097

$

7.5097

$

7.5097

$

7.5097

Under GAAP, we record liabilities for ongoing distribution fees that (i) we currently owe Black Creek Capital Markets, LLC (the “Dealer Manager”) under the terms of our dealer manager agreement and (ii) we estimate we may pay to the Dealer Manager in future periods for shares of our common stock. As of September 30, 2020, we estimated approximately $14.8 million of ongoing distribution fees were potentially payable to the Dealer Manager. We do not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time does not include consideration of any estimated future distribution fees that may become payable after such date.

The valuations of our real property as of September 30, 2020 were provided by the Independent Valuation Advisor in accordance with our valuation procedures. Certain key assumptions that were used by the Independent Valuation Advisor in the discounted cash flow analysis are set forth in the following table based on weighted-averages by property type.

    

Office

    

Retail

    

Multifamily

    

Industrial

    

Weighted-Average
Basis

 

Exit capitalization rate

 

6.31

%  

6.26

%  

5.40

%  

5.68

%  

6.07

%

Discount rate / internal rate of return

 

6.97

%  

6.75

%  

6.31

%  

6.47

%  

6.72

%

Average holding period (years)

 

10.0

 

10.0

 

10.0

 

10.0

 

10.0


A change in the exit capitalization and discount 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

    

Retail

    

Multifamily

    

Industrial

    

Weighted-Average
Values

 

Exit capitalization rate (weighted-average)

 

0.25% decrease

 

3.00

%  

2.51

%  

3.02

%  

3.09

%  

2.83

%

 

0.25% increase

 

(2.77)

%  

(2.32)

%  

(2.75)

%  

(2.82)

%  

(2.60)

%

Discount rate (weighted-average)

 

0.25% decrease

 

2.11

%  

1.92

%  

1.96

%  

1.99

%  

1.99

%

 

0.25% increase

 

(2.06)

%  

(1.87)

%  

(1.91)

%  

(1.94)

%  

(1.95)

%

Forward-Looking Statements

This Current Report on Form 8-K includes certain statements that are intended to be deemed “forward-looking statements” within the meaning of, and to be covered by the safe harbor provisions contained in, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or other similar words or terms. These statements are based on certain assumptions and analyses made in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate. Such statements are subject to a number of assumptions, risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the factors that may cause results to vary are the negative impact of COVID-19 on our financial condition and results of operations being more significant than expected, the negative impact of COVID-19 on our customers being more significant than expected, general economic and business (particularly real estate and capital market) conditions being less favorable than expected, the business opportunities that may be presented to and pursued by us, changes in laws or regulations (including changes to laws governing the taxation of real estate investment trusts (“REITs”)), risk of acquisitions, availability and creditworthiness of prospective customers, availability of capital (debt and equity), interest rate fluctuations, competition, supply and demand for properties in current and any proposed market areas in which we invest, our customers’ ability and willingness to pay rent at current or increased levels, accounting principles, policies and guidelines applicable to REITs, environmental, regulatory and/or safety requirements, customer bankruptcies and defaults, the availability and cost of comprehensive insurance, including coverage for terrorist acts, and other factors, many of which are beyond our control. For a further discussion of these factors and other risk factors that could lead to actual results materially different from those described in the forward-looking statements, see “Risk Factors” under Item 1A of Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent periodic and current reports filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

Item 9.01          Financial Statements and Exhibits.

(d)          Exhibits

Exhibit
Number

    

Description

99.1*

99.2*


*          Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Black Creek Diversified Property Fund Inc.

October 15, 2020

By:

/s/ LAINIE P. MINNICK

Lainie P. Minnick
Managing Director, Chief Financial Officer and Treasurer


Exhibit 99.1

CONSENT OF INDEPENDENT VALUATION FIRM

We hereby consent to the reference to our name and the description of our role in the valuation process described in the heading “September 30, 2020 NAV Per Share” in the Current Report on Form 8-K of Black Creek Diversified Property Fund Inc., filed by the Black Creek Diversified Property Fund Inc. with the Securities and Exchange Commission on the date hereof, being incorporated by reference in (i) the Registration Statement on Form S-3 (No. 333-230311) of Black Creek Diversified Property Fund Inc., and the related prospectus, and (ii) the Registration Statement on Form S-8 (No. 333-194237) of Black Creek Diversified Property Fund Inc. We also hereby consent to the same information and the reference to our name in the heading “Experts” being included in the prospectus related to the Registration Statement on Form S-11 (File No. 333-222630) of Black Creek Diversified Property Fund Inc. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

/s/ Altus Group U.S. Inc.

     Altus Group U.S. Inc.

October 15, 2020


Exhibit 99.2

October 15, 2020

Dear Valued Shareholders,

Given continued disruptions of COVID-19 (COVID) throughout the global economy and commercial real estate, we want to provide you with an update regarding Black Creek Diversified Property Fund (DPF) as of the end 3Q2020. Despite the uncertainty that still exists around us, we are pleased with the performance of our fund over the past quarter and throughout 2020.

DPF’s total return for the quarter ending September 30, 2020 was 1.54%, comprised of quarterly distributions totaling $0.09375 per share, which equate to an annualized yield of 4.98%1. NAV per share increased from $7.50 as of the end of 2Q2020 to $7.522. Our trailing one-year total return is 7.58% and our annualized return since NAV inception3 is 6.66%, with less volatility than stock and bond markets4.

The primary driver of our positive 3Q2020 performance was the continued resilience of income being generated from our portfolio. In addition, positive leasing activity and other market factors led to appreciation at certain properties, which was partially offset by tapered leasing and market rent growth expectations at other properties in light of continued market impacts from COVID, thus highlighting the benefits of a diversified investment strategy.

Our rent collections throughout the third quarter have increased from prior periods and continue to exceed broader sector averages5 which reflects the defensive nature of our assets and stability of income in the face of an economic crisis. Importantly, our most meaningful increase in collections was associated with our retail portfolio, from 86.3% in 2Q2020 to 94.9% in 3Q2020, before factoring in rent deferral agreements (or to 98.4% including retail rent deferral agreements). This is largely driven by the fact that all of our retail tenants are now open for business again, with increasing traffic counts at our properties, resulting in a dramatic drop in rent deferral requests that we received in 3Q 2020. A detailed summary of our third quarter rent collections and other summary statistics are shown below.

3Q2020 Collection Data

Rent Collections Before Forbearance6

Office

98.9%

Retail

94.9%

Industrial

97.8%

Multifamily

98.3%

Total

97.2%

Rent Collections After Forbearance7

Total

98.7%

GRAPHIC

Summary Statistics as of September 30, 2020

Gross Real Estate Value

$2.4B

Number of Properties

53

Percent Leased

92.5%

Weighted Avg. Lease Term8

5.0 years

Commercial Tenant Count

450

Multifamily Unit Count

985

Leverage Ratio9

34.9%

DPF remains an active buyer of institutional quality, income-producing and defensive real estate, particularly within the industrial and multifamily sectors which we believe should provide increased appreciation potential for the fund over time and complement our retail and office investment allocations that provide for higher income potential. Accordingly, in the third quarter we acquired a newly constructed, class A industrial building located in the San Francisco Bay Area for $48.5 million, increasing our industrial allocation from 11.0% as of December 31, 2019 to 16.2% as of September 30, 2020.


While the effects and duration of COVID are still uncertain, we continue to believe that our portfolio composition is well positioned to weather the pandemic. We maintain our conviction in our disciplined investment strategy, asset allocation and underlying tenant composition and as always, we appreciate the continued trust you have placed in DPF.

Sincerely,

The Black Creek Team


Forward-Looking Statements

This letter includes certain statements that are intended to be deemed “forward-looking statements” within the meaning of, and to be covered by the safe harbor provisions contained in, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or other similar words or terms. These statements are based on certain assumptions and analyses made in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate. Such statements are subject to a number of assumptions, risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the factors that may cause results to vary are the negative impact of COVID-19 on our financial condition and results of operations being more significant than expected, the negative impact of COVID-19 on our tenants being more significant than expected, general economic and business (particularly real estate and capital market) conditions being less favorable than expected, the business opportunities that may be presented to and pursued by us, changes in laws or regulations (including changes to laws governing the taxation of real estate investment trusts (“REITs”)), risk of acquisitions, availability and creditworthiness of prospective tenants, availability of capital (debt and equity), interest rate fluctuations, competition, supply and demand for properties in current and any proposed market areas in which we invest, our tenants’ ability and willingness to pay rent at current or increased levels, accounting principles, policies and guidelines applicable to REITs, environmental, regulatory and/or safety requirements, tenant bankruptcies and defaults, the availability and cost of comprehensive insurance, including coverage for terrorist acts, and other factors, many of which are beyond our control. For a further discussion of these factors and other risk factors that could lead to actual results materially different from those described in the forward-looking statements, see “Risk Factors” under Item 1A of Part 1 of DPF’s Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent periodic and current reports filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

1 Represents annualized distribution rate for Class I shares. Annualized distribution rate for Class S shares is 4.13%, for Class T shares is 4.13%, for Class D shares is 4.73% and for Class E shares is 4.98%. Reflects the current quarter’s distribution annualized minus distribution fees annualized, if applicable, and divided by NAV. The amount of distributions DPF may make is uncertain and is not guaranteed.

2 See DPF’s Current Report on Form 8-K, filed with the SEC on October 15, 2020 for important additional information concerning the calculation of our NAV as of September 30, 2020.

3 NAV inception was September 30, 2012, which is when we first sold shares of our common stock after converting to an NAV-based REIT on July 12, 2012.

4 Total returns presented are based on the historical NAV and distributions per share of Class I shares. Performance varies by share class. For the quarter ended September 30, 2020, Class S shares (without sales load) returned 1.32%, Class S shares (with sales load) returned -2.11%, Class T shares (without sales load) returned 1.32%, Class T shares (with sales load) returned -2.11%, Class D shares returned 1.47%, and Class E shares returned 1.54%. During the same trailing one-year period, Class S shares (without sales load) returned 6.68%, Class S shares (with sales load) returned 3.07%, Class T shares (without sales load) returned 6.68%, Class T shares (with sales load) returned 3.07%, Class D shares returned 7.32%, and Class E shares returned 7.58%. During the same since NAV inception period, Class S shares (without sales load) returned 5.67% annualized, Class S shares (with sales load) returned 5.28% annualized, Class T shares (without sales load) returned 5.67% annualized, Class T shares (with sales load) returned 5.28% annualized, Class D shares returned 6.23% annualized, and Class E shares returned 6.72% annualized.
The historical returns since “NAV inception” show share performance since September 30, 2012, which is when DPF first sold Class A, W and I shares after converting to a NAV REIT on July 12, 2012. Subsequently, as a result of a share restructuring effective as of September 1, 2017, DPF’s outstanding Class A, W and I shares changed to Class T, Class D and a new version of Class I shares, respectively. DPF also created a new Class S share, with the same NAV per share and class-specific expenses as Class T shares. Accordingly, the presented returns of Class T and Class S shares reflect the performance of Class A shares since NAV inception through the restructuring date; the return of Class D shares shown reflects the performance of Class W shares since NAV inception through the restructuring date; and the return of the new version of Class I shares reflects the performance of the prior Class I shares since NAV inception through the restructuring date. In connection with the restructuring, DPF also revised its fee structure with its advisor and dealer manager and its NAV methodology, which will affect returns going forward. Please see DPF’s definitive proxy statement filed with the Securities and Exchange Commission on June 7, 2017, for more information about the fee changes and our pro forma estimates of how those fee changes would have affected returns on DPF shares in the years 2013-2016. Investors in DPF’s fixed price offerings prior to NAV inception on 09/30/12 are likely to have a lower return. Since NAV inception returns are annualized utilizing a compounding method consistent with the IPA Practice Guideline 2018.

The returns have been prepared using unaudited data and valuations of the underlying investments in DPF’s portfolio, which are estimates of fair value and form the basis for DPF’s NAV. Valuations based upon unaudited or estimated reports from the underlying investments may be subject to later adjustments or revisions, may not correspond to realized value and may not accurately reflect the price at which assets could be liquidated on any given day.

5 NAREIT REIT Industry September 2020 Rent Collections: https://www.reit.com/data-research/research/nareit-research/reit-industry-september-2020-rent-collections

6 Percentages reflect rent received through October 7, 2020.

7 Percentages reflect rent received or deferred across sectors through October 7, 2020 and after accounting for forbearance agreements that we chose to execute with many of our otherwise successful tenants, allowing them to defer certain rent until 2021.

8 Amount excludes our multi-family properties as the majority of leases at such properties expire within 12 months.

9 Calculated as outstanding principal balance of our borrowings less cash and cash equivalents, divided by the fair value of our real property and debt-related investments not associated with the DST Program (determined in accordance with our valuation procedures). Amounts represent balances as of September 30, 2020.