UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
nuveen
(Exact name of Registrant as Specified in Its Charter)
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(Commission File Number) |
(IRS Employer Identification No.) | ||
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| (Address of Principal Executive Offices) | (Zip Code) | |||
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:
| 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.
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Trading Symbol(s) |
Name of each exchange on which registered | ||
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 1.01. | Entry Into a Material Definitive Agreement. |
On June 13, 2025, Nuveen Global Cities REIT OP, LP (the “Borrower”), a wholly owned subsidiary of Nuveen Global Cities REIT, Inc. (the “Company”), and the Company entered into the Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”) with Wells Fargo Bank, National Association, as administrative agent and certain lenders named therein, which amends that certain Amended and Restated Credit Agreement dated September 30, 2021 (as amended, the “Credit Agreement”). The Credit Agreement provides for aggregate commitments of $455 million, consisting of a $321 million revolving facility and a $134 million senior delayed draw term loan facility, with an accordion feature that may increase the aggregate commitments to up to $800 million.
The Third Amendment amends the Credit Agreement to account for the program (the “DST Program”) whereby affiliates of the Borrower (which may include certain subsidiaries of the Borrower which are guarantors of the obligations under the Credit Agreement) will cause the formation of one or more Delaware statutory trusts (each, a “DST”), which will receive contributions of properties from the Borrower or an affiliate of the Borrower or acquire properties from third parties. The Third Amendment amends the Credit Agreement to allow for properties utilized in the DST Program to be included in the calculation of Total Asset Value (as defined in the Third Amendment) and the calculation of Unencumbered Asset Value (as defined in the Third Amendment), which impacts certain financial covenants.
The foregoing description of the Credit Agreement is qualified in its entirety by reference to the Third Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information discussed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1* | Third Amendment to Amended and Restated Credit Agreement dated June 13, 2025, among Nuveen Global Cities REIT OP LP, Nuveen Global Cities REIT, Inc., Wells Fargo Bank, National Association and certain lenders named therein. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nuveen Global Cities REIT, Inc. | ||||||
| Date: June 17, 2025 | By: | /s/ Robert J. Redican | ||||
| Robert J. Redican | ||||||
| Chief Financial Officer and Treasurer | ||||||