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): May 20, 2021

 

Black Creek Industrial REIT IV Inc.

(Exact name of registrant as specified in its charter)

 

Maryland 000-56032 47-1592886

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

518 Seventeenth Street, 17th Floor

Denver, CO 80202

(Address of principal executive offices)

 

(303) 228-2200

(Registrant’s telephone number, including area code)

 

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:

 

¨ 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 x

 

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. x

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure

 

On May 20, 2021, Black Creek Industrial REIT IV Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) issued a letter to its stockholders and a letter to financial professionals regarding the transaction described under Item 8.01 below. Copies of such letters are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto are being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

Item 8.01 Other Events

 

Anticipated Sale by affiliates of Black Creek Group LLC (together with its affiliates, “Black Creek Group”) of U.S. real estate investment advisory and distribution business to Ares

 

On May 20, 2021, affiliates of BCI IV Advisors Group LLC (the “Sponsor”), the sponsor of the Company, entered into a definitive agreement to sell Black Creek Group’s U.S. real estate investment advisory and distribution business, including BCI IV Advisors LLC (the “Advisor”), the external advisor of the Company, to Ares Holdings L.P. (“Ares”), an affiliate of Ares Management Corporation (“Ares Management”). The transaction is expected to close during the third quarter. Ares Management is a leading global alternative investment manager operating integrated groups across credit, private equity, real estate and strategic initiatives with approximately $197 billion of assets under management and over 1,450 employees operating across more than 25 offices in over 10 countries in North America, Europe and Asia as of December 2020.

 

We believe that Ares Management intends to continue to operate the business of Black Creek Group consistent with past practice. The principals of Black Creek Group, the rest of the management team and our current officers are expected to continue to serve in their roles for the foreseeable future, although certain Ares Management personnel are expected to join our board of directors and the Advisor’s investment committee. We expect that the Amended and Restated Advisory Agreement (2021) will formally be assigned, subject to the approval of our board of directors, by the Advisor to an Ares registered investment adviser upon closing of the transaction. We intend to continue to operate as a NAV-based REIT with no targeted liquidity window primarily focused on investing in and operating institutional-quality bulk distribution, light industrial and last-mile distribution facilities and other industrial properties that are leased to creditworthy corporate customers. Any changes to our board of directors, management team or investment policies will require approval of our board of directors. Although such changes may be made in the future, no such changes have been approved at this time.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number 		  Description
     
99.1   Letter to stockholders
99.2   Letter to financial professionals

 

 

 

 

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, 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 and include, without limitation, statements describing the pending transaction between Ares and affiliates of the Sponsor described in this Current Report on Form 8-K, the expected timing thereof and our beliefs and intentions with respect to ongoing operations following the transaction with Ares. 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 and involve known and unknown risks, uncertainties and other factors 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. Such factors may include, but are not limited to, the occurrence of any event, change or other circumstances that could cause the transaction not to be consummated and the effect of the announcement of the transaction on the ability of the Company and the Advisor to retain key personnel, maintain relationships with the Company’s customers, continue to raise capital at rates similar to or greater than current rates, and maintain the Company’s operating results and business generally. In addition, these forward-looking statements reflect the Company's views as of the date on which such statements were made. Subsequent events and developments may cause the Company’s views to change. For a discussion of additional factors that could lead to actual results being materially different from those described in the forward-looking statements, see “Risk Factors” under Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2020 and subsequent periodic reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.

 

 

 

 

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 hereunto duly authorized.

 

  BLACK CREEK INDUSTRIAL REIT IV INC.
May 20, 2021  
  By: /s/ SCOTT A. SEAGER
    Name: Scott A. Seager
    Title: Senior Vice President, Chief Financial Officer and Treasurer

 

 

 

 

Exhibit 99.1

 

 

 

Black Creek Group’s U.S. Real Estate Investment Advisory and Distribution Business

to be Acquired by Ares Management Corporation

 

We are pleased to inform you that Black Creek Group (Black Creek) has entered into a definitive agreement in which Ares Holdings L.P., an affiliate of Ares Management Corporation (NYSE: ARES), will acquire 100% of Black Creek’s U.S. real estate investment advisory and distribution business. The transaction is expected to close early in the third quarter of 2021 and is subject to customary closing conditions, including regulatory approvals.

 

This highly complementary combination of people, investment products and resources is expected to enhance the combined firms’ capabilities, deployment and growth potential, which we believe will meaningfully benefit Black Creek investors.

 

With more than $200 billion of AUM, Ares is a leading global alternative investment manager operating integrated groups across private equity, credit, real estate and strategic initiatives. Ares’ real estate platform has deep experience investing in multifamily and residential, industrial and logistics, office, hospitality and mixed-use retail through real estate debt funds and U.S. and European value-add and opportunistic funds that are complementary to Black Creek’s investing capabilities. As of March 31, 2021, Ares’ real estate vertical had total AUM of $17.1 billion, which when combined with Black Creek’s AUM of $11.6 billion, would represent approximately $29 billion of real estate AUM.

 

We believe there is a strong alignment of shared values, cultures and investment philosophies, and we are confident that our teams will collaborate and combine our resources in an effort to enhance our capabilities to better serve our partners and investors.

 

Most importantly, there are no anticipated changes to the fund portfolio management teams or strategies at this time. For our public non-traded REITs specifically, the advisory contracts will formally be assigned, subject to board approval, to an Ares registered investment advisor upon closing of the transaction. However, as there are no other changes to the REITs and their investment teams at this time, a proxy vote will not be necessary. Furthermore, our regional teams and Denver main office will remain in place. With the above in mind, we firmly believe that the collective real estate experience and resources of the combined teams will be accretive to the funds and offer attractive benefits in the years to come.

 

We look forward to continuing our relationship and thank you for your ongoing trust in Black Creek. We will continue to keep you abreast of the details of the transaction including any future announcements.

 

The press release regarding the transaction can be found here.

 

Sincerely,

 

The Black Creek Group Team

 

518 17th Street 17th Floor • Denver, Colorado 80202 · blackcreekgroup.com

 

 

 

 

Forward-Looking Statements

 

This communication 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 and include, without limitation, statements describing the pending transaction with Ares described in this communication, the expected timing thereof and our intentions with respect to the ongoing operations of our non-traded REITs following the transaction with Ares. 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 and involve known and unknown risks, uncertainties and other factors 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. Such factors may include, but are not limited to, the occurrence of any event, change or other circumstances that could cause the transaction not to be consummated and the effect of the announcement of the transaction on our business and personnel. In addition, these forward-looking statements reflect the Company's views as of the date on which such statements were made. Subsequent events and developments may cause the Company’s views to change. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.

 

 

 

 

 

 

Exhibit 99.2

 

Advisor Letter

 

Subject: Black Creek Group’s U.S. Real Estate Investment Advisory and Distribution Business to be Acquired by Ares Management Corporation

 

We are pleased to inform you that Black Creek Group (Black Creek) has entered into a definitive agreement in which Ares Holdings L.P., an affiliate of Ares Management Corporation (NYSE: ARES), will acquire 100% of Black Creek’s U.S. real estate investment advisory and distribution business. The transaction is expected to close early in the third quarter of 2021 and is subject to customary closing conditions, including regulatory approvals.

 

This highly complementary combination of people, investment products and resources is expected to enhance the combined firms’ capabilities, deployment and growth potential, which we believe will meaningfully benefit Black Creek investors.

 

With more than $200 billion of AUM, Ares is a leading global alternative investment manager operating integrated groups across private equity, credit, real estate and strategic initiatives. Ares’ real estate platform has deep experience investing in multifamily and residential, industrial and logistics, office, hospitality and mixed-use retail through real estate debt funds and U.S. and European value-add and opportunistic funds that are complementary to Black Creek’s investing capabilities. As of March 31, 2021, Ares’ real estate vertical had total AUM of $17.1 billion, which when combined with Black Creek’s AUM of $11.6 billion, would represent approximately $29 billion of real estate AUM.

 

We believe there is a strong alignment of shared values, cultures and investment philosophies, and we are confident that our teams will collaborate and combine our resources in an effort to enhance our capabilities to better serve our partners and investors.

 

Most importantly, there are no anticipated changes to the fund portfolio management teams or strategies at this time. For our public non-traded REITs specifically, the advisory contracts will formally be assigned, subject to board approval, to an Ares registered investment advisor upon closing of the transaction. However, as there are no other changes to the REITs and their investment teams at this time, a proxy vote will not be necessary. Furthermore, our regional teams and Denver main office will remain in place. With the above in mind, we firmly believe that the collective real estate experience and resources of the combined teams will be accretive to the funds and offer attractive benefits in the years to come.

 

This information was announced today via a press release and Form 8-K filing.

 

Please view the following links for all the available resources that can be shared with your clients:

 

· Press Release
· Investor Letter

 

We look forward to continuing our relationship and thank you for your ongoing trust in Black Creek. We will continue to keep you abreast of the details of the transaction including any future announcements.

 

For more information, please contact your Black Creek Capital Markets team at 866.324.7348

 

Sincerely, The Black Creek Group Team

 

 

 

 

Forward-Looking Statements

 

This communication 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 and include, without limitation, statements describing the pending transaction with Ares described in this communication, the expected timing thereof and our intentions with respect to the ongoing operations of our non-traded REITs following the transaction with Ares. 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 and involve known and unknown risks, uncertainties and other factors 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. Such factors may include, but are not limited to, the occurrence of any event, change or other circumstances that could cause the transaction not to be consummated and the effect of the announcement of the transaction on our business and personnel. In addition, these forward-looking statements reflect the Company's views as of the date on which such statements were made. Subsequent events and developments may cause the Company’s views to change. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.