As filed with the Securities and Exchange Commission on September 15, 2021
Registration No. 333-222630
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 40
to
Form S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Black Creek Diversified Property Fund Inc.
(Exact name of registrant as specified in its charter)
518 Seventeenth Street, 17th Floor
Denver, Colorado 80202
(303) 228-2200
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Jeffrey W. Taylor
Managing Director, Co-President
Black Creek Diversified Property Fund Inc.
518 Seventeenth Street, 17th Floor
Denver, Colorado 80202
(303) 228-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert H. Bergdolt, Esq.
Christopher R. Stambaugh, Esq.
DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27612-2350
(919) 786-2000
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, 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. ☒ Registration No. 333-222630
If delivery of this 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):
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
☐ |
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Non-accelerated filer |
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Emerging growth company |
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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. 40 to the Registration Statement on Form S-11 (No. 333-222630) 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 Prospectus
Item 36. Financial Statements and Exhibits
(b)Exhibits. The following exhibits are filed as part of this Registration Statement:
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Exhibit
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Description |
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24.1 |
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24.2 |
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99.1 |
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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 Post-Effective Amendment No. 40 to Form S-11 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 15, 2021.
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BLACK CREEK DIVERSIFIED PROPERTY FUND INC. |
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By: |
/s/ JEFFREY W. TAYLOR |
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Jeffrey W. Taylor Managing Director, Co-President (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Form S-11 registration statement has been signed by the following persons in the following capacities on September 15, 2021.
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Signature |
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Title |
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Chairman of the Board and Director |
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James R. Mulvihill |
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Director |
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Rajat Dhanda |
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Director |
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Charles B. Duke |
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Director |
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Brian P. Mathis |
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Director |
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David A. Roth |
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Director |
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Daniel J. Sullivan |
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Director |
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John P. Woodberry |
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/s/ JEFFREY W. TAYLOR |
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Managing Director, Co-President |
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Jeffrey W. Taylor |
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(Principal Executive Officer) |
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/s/ LAINIE P. MINNICK |
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Managing Director, Chief Financial Officer and Treasurer |
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Lainie P. Minnick |
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(Principal Financial Officer and Principal Accounting Officer) |
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*By: /s/ LAINIE P. MINNICK |
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Attorney-in-Fact |
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Lainie P. Minnick |
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Black Creek Diversified Property Fund Inc., a Maryland Corporation (the “Company”), hereby constitutes and appoints each of Lainie P. Minnick and Joshua J. Widoff as his true and lawful attorney-in-fact and agent, each with full power of substitution, to do any and all acts and things in his name and on his behalf in his capacities as a director of the Company and to execute any and all instruments for him and in his name in the capacities indicated below, which said attorney-in-fact or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of any and all amendments (including post-effective amendments) to the Company’s Registration Statement on Form S-11 (SEC File no. 333-222630) and any related registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, including specifically but without limitation, power and authority to sign for him in his name in the capacities indicated below for the Company; and he does hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of September, 2021.
SIGNATURES
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Signature |
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Title |
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/s/ Brian P. Mathis |
Director |
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Brian P. Mathis |
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Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Black Creek Diversified Property Fund Inc., a Maryland Corporation (the “Company”), hereby constitutes and appoints each of Lainie P. Minnick and Joshua J. Widoff as his true and lawful attorney-in-fact and agent, each with full power of substitution, to do any and all acts and things in his name and on his behalf in his capacities as a director of the Company and to execute any and all instruments for him and in his name in the capacities indicated below, which said attorney-in-fact or agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of any and all amendments (including post-effective amendments) to the Company’s Registration Statement on Form S-11 (SEC File no. 333-222630) and any related registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, including specifically but without limitation, power and authority to sign for him in his name in the capacities indicated below for the Company; and he does hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of September, 2021.
SIGNATURES
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Signature |
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Title |
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/s/ David A. Roth |
Director |
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David A. Roth |
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Exhibit 99.1
CONSENT OF INDEPENDENT VALUATION ADVISOR
We hereby consent to the reference to our name and the description of our role in the valuation process described in the heading “August 31, 2021 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.
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/s/ Altus Group U.S. Inc. |
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Altus Group U.S. Inc. |
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September 15, 2021 |
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